UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission File No. 000-16867

	UTG, INC.
	(Exact name of registrant as specified in its charter)

Delaware		20-2907892
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

	205 North Depot Street
	Stanford, KY 40484
	(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (217) 241-6300

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Title of class

Common Stock, stated value $.001 per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No □

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No □

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer □	Accelerated filer □

Non-accelerated filer □	Smaller reporting company ☒

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant’s common stock as of April 30, 2025 was 3,154,657.

UTG, Inc.

(The “Company”)

TABLE OF CONTENTS

Part I. Financial Information	4
Item 1. Financial Statements	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Condensed Consolidated Statements of Shareholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	9
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 4. Controls and Procedures	33
Part II. Other Information	33
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults Upon Senior Securities	33
Item 4. Mine Safety Disclosures	33
Item 5. Other Information	33
Item 6. Exhibits	33
Signatures	34

Part 1. Financial Information.

Item 1. Financial Statements.

UTG, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

	March 31, 2025			December 31, 2024*
ASSETS
Investments:
Investments, available for sale:
Fixed maturities, at fair value (amortized cost $77,127,000 and $80,204,532)	$	74,324,760		$	76,480,086
Held to maturity redeemable preferred stock, at amortized cost		2,500,000			2,500,000
Equity securities, at fair value (cost $126,044,929 and $117,599,471)		259,242,167			234,506,227
Equity securities, at cost		20,533,580			21,203,393
Mortgage loans on real estate, at amortized cost (net of credit loss reserve of $230,000 and $235,000)		15,861,496			16,277,981
Investment real estate, net		28,705,507			28,615,602
Notes receivable (net of credit loss reserve of $195,000 and $195,000)		13,894,905			12,672,175
Policy loans		5,646,798			5,692,565
Short-term investments		1,977,093			1,954,687
Total investments		422,686,306			399,902,716

Cash and cash equivalents		36,758,573			45,263,967
Accrued investment income		1,080,264			1,264,416
Reinsurance receivables:
Future policy benefits		23,346,063			23,525,945
Policy claims and other benefits		4,382,236			4,480,091
Cost of insurance acquired		1,247,539			1,401,081
Income tax receivable		742,660			790,608
Other assets		892,610			317,981
Total assets	$	491,136,251		$	476,946,805

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Policy liabilities and accruals:
Future policyholder benefits	$	216,786,456		$	218,284,203
Policy claims and benefits payable		3,468,417			3,847,214
Other policyholder funds		185,720			181,541
Dividend and endowment accumulations		14,587,602			14,628,119
Deferred income taxes		26,968,767			23,072,061
Other liabilities		5,100,172			6,339,303
Total liabilities		267,097,134			266,352,441

Shareholders' equity:
Common stock - no par value, stated value $0.001 per share. Authorized 7,000,000 shares - 3,155,027 and 3,157,765 shares outstanding		3,157			3,159
Additional paid-in capital		32,360,438			32,442,486
Retained earnings		193,406,264			180,631,577
Accumulated other comprehensive loss		(2,213,770	)		(2,942,313	)
Total UTG shareholders' equity		223,556,089			210,134,909
Noncontrolling interest		483,028			459,455
Total shareholders' equity		224,039,117			210,594,364
Total liabilities and shareholders' equity	$	491,136,251		$	476,946,805

* Balance sheet audited at December 31, 2024.

See accompanying notes.

UTG, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended
	March 31,			March 31,
	2025			2024
				(as restated)
Revenue:
Premiums and policy fees	$	1,914,317		$	2,000,085
Ceded reinsurance premiums and policy fees		(462,313	)		(529,761	)
Net investment income		3,118,736			2,953,382
Other income		66,181			68,267
Revenue before net investment gains		4,636,921			4,491,973
Net investment gains:
Other realized investment gains, net		975,769			37,470
Change in fair value of equity securities		16,290,482			12,376,263
Total net investment gains		17,266,251			12,413,733
Total revenue		21,903,172			16,905,706

Benefits and other expenses:
Benefits, claims and settlement expenses:
Life		3,401,007			3,644,451
Ceded reinsurance benefits and claims		(616,386	)		(1,165,352	)
Annuity		243,966			251,735
Dividends to policyholders		81,149			81,277
Commissions and amortization of deferred policy acquisition costs		(29,690	)		(30,283	)
Amortization of cost of insurance acquired		153,542			158,954
Operating expenses		2,120,334			2,081,722
Interest expense		0			11,600
Total benefits and other expenses		5,353,922			5,034,104

Income before income taxes		16,549,250			11,871,602
Income tax expense		3,750,990			2,602,806

Net income		12,798,260			9,268,796

Net income attributable to noncontrolling interests		(23,573	)		(29,017	)

Net income attributable to common shareholders	$	12,774,687		$	9,239,779

Amounts attributable to common shareholders
Basic income per share	$	4.05		$	2.92

Diluted income per share	$	4.05		$	2.92

Basic weighted average shares outstanding		3,156,550			3,169,375

Diluted weighted average shares outstanding		3,156,550			3,169,375

See accompanying notes.

UTG, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

	Three Months Ended
	March 31,			March 31,
	2025			2024
				(as restated)

Net income	$	12,798,260		$	9,268,796

Other comprehensive income (loss):

Unrealized holding gains (losses) arising during period, pre-tax		922,207			(784,888	)
Tax (expense) benefit on unrealized holding gains (losses) arising during the period		(193,664	)		164,827
Unrealized holding gains (losses) arising during period, net of tax		728,543			(620,061	)

Less reclassification adjustment for gains included in net income (loss)		0			0
Tax expense for gains included in net income (loss)		0			0
Reclassification adjustment for gains included in net income (loss), net of tax		0			0
Subtotal: Other comprehensive income (loss), net of tax		728,543			(620,061	)

Comprehensive income		13,526,803			8,648,735

Less comprehensive income attributable to noncontrolling interests		(23,573	)		(29,017	)

Comprehensive income attributable to UTG, Inc.	$	13,503,230		$	8,619,718

See accompanying notes.

UTG, Inc.

Condensed Consolidated Statements of Shareholders' Equity (Unaudited)

Three Months Ended March 31, 2025	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total Shareholders' Equity

Balance at Janauary 1, 2025	$	3,159	$	32,442,486	$	180,631,577	$	(2,942,313)	$	459,455	$	210,594,364
Common stock issued during year		1		13,973		0		0		0		13,974
Treasury shares acquired		(3)		(96,021)		0		0		0		(96,024)
Net income attributable to common shareholders		0		0		12,774,687		0		0		12,774,687
Unrealized holding gain on securities net of noncontrolling interest and reclassification adjustment and taxes		0		0		0		728,543		0		728,543
Gain attributable to noncontrolling interest		0		0		0		0		23,573		23,573
Balance at March 31, 2025	$	3,157	$	32,360,438	$	193,406,264	$	(2,213,770)	$	483,028	$	224,039,117

Three Months Ended March 31, 2024 (as restated)	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total Shareholders' Equity

Balance at January 1, 2024	$	3,167	$	32,613,817	$	131,330,062	$	(2,720,582)	$	463,329	$	161,689,793
Common stock issued during year		10		299,304		0		0		0		299,314
Treasury shares acquired		(4)		(108,910)		0		0		0		(108,914)
Net income attributable to common shareholders		0		0		9,239,779		0		0		9,239,779
Unrealized holding loss on securities net of noncontrolling interest and reclassification adjustment and taxes		0		0		0		(620,061)		0		(620,061)
Gain attributable to noncontrolling interest		0		0		0		0		29,017		29,017
Balance at March 31, 2024	$	3,173	$	32,804,211	$	140,569,841	$	(3,340,643)	$	492,346	$	170,528,928

See accompanying notes.

UTG, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31,			March 31,
	2025			2024
Cash flows from operating activities:				(as restated)
Net income	$	12,798,260		$	9,268,796
Adjustments to reconcile net income to net cash used in operating activities:
Amortization (accretion) of investments		55,126			(254,643	)
Realized investment gains, net		(975,769	)		(37,470	)
Change in fair value of equity securities		(16,290,482	)		(12,376,263	)
Unrealized trading losses included in income		0			7,301
Amortization of cost of insurance acquired		153,542			158,954
Provision for deferred income taxes		3,703,042			2,557,601
Depreciation and depletion		375,893			462,855
Stock-based compensation		13,974			299,314
Charges for mortality and administration of universal life and annuity products		(1,354,014	)		(1,374,829	)
Interest credited to account balances		872,357			901,542
Change in accrued investment income		184,152			280,803
Change in reinsurance receivables		277,737			99,789
Change in policy liabilities and accruals		(1,298,156	)		(1,219,854	)
Change in income taxes receivable		47,948			45,205
Change in other assets and liabilities, net		(1,818,821	)		(835,179	)
Net cash used in operating activities		(3,255,211	)		(2,016,078	)

Cash flows from investing activities:
Proceeds from investments sold and matured:
Fixed maturities available for sale		3,000,000			5,000,000
Equity securities		2,331,830			3,519,729
Trading securities		0			102,699
Mortgage loans		1,096,597			209,928
Notes receivable		95,403			421,847
Real estate		0			722,925
Policy loans		248,124			247,513
Short-term investments		0			15,750,000
Total proceeds from investments sold and matured		6,771,954			25,974,641
Cost of investments acquired:
Equity securities		(9,131,704	)		(3,107,915	)
Mortgage loans		(675,112	)		(599,189	)
Notes receivable		(1,318,133	)		(800,000	)
Real estate		(465,800	)		(545,180	)
Policy loans		(202,355	)		(224,197	)
Total cost of investments acquired		(11,793,104	)		(5,276,481	)
Net cash provided by (used in) investing activities		(5,021,150	)		20,698,160

Cash flows from financing activities:
Policyholder contract deposits		1,025,008			1,046,208
Policyholder contract withdrawals		(1,158,017	)		(978,348	)
Payments of principal on notes payable/line of credit		0			(19,000,000	)
Purchase of treasury stock		(96,024	)		(108,914	)
Net cash used in financing activities		(229,033	)		(19,041,054	)
Net decrease in cash and cash equivalents		(8,505,394	)		(358,972	)
Cash and cash equivalents at beginning of period		45,263,967			41,185,196
Cash and cash equivalents at end of period	$	36,758,573		$	40,826,224

See accompanying notes.

UTG, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet as of March 31, 2025, which has been derived from audited consolidated financial statements, and the unaudited interim Condensed Consolidated Financial Statements include the accounts of UTG, Inc. (the “Parent”) and its subsidiaries (collectively with the Parent, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for audited annual financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which in the opinion of Management, are necessary for a fair presentation of the results for the interim periods. The unaudited Condensed Consolidated Financial Statements included herein and these related notes should be read in conjunction with the Company’s consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any other future period.

This document at times will refer to the Registrant’s largest shareholder, Mr. Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll holds a majority ownership of First Southern Funding, LLC (“FSF”), a Kentucky corporation, and First Southern Bancorp, Inc. (“FSBI”), a financial services holding company. FSBI operates through its 100% owned subsidiary bank, First Southern National Bank (“FSNB”). Banking activities are conducted through multiple locations within south-central and western Kentucky. Mr. Correll is Chairman of the Board of Directors, Chief Executive Officer, President, and a Director of UTG and is currently UTG’s largest shareholder through his ownership control of FSF, FSBI and affiliates. At March 31, 2025, Mr. Correll owns or controls directly and indirectly approximately 66% of UTG’s outstanding stock.

UTG’s life insurance subsidiary, Universal Guaranty Life Insurance Company (“UG”), has several wholly-owned and majority-owned subsidiaries. The subsidiaries were formed to hold certain real estate investments. The real estate investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG.

Certain amounts in prior periods have been reclassified to conform with the current period presentation.

Subsequent Events - Management has evaluated subsequent events for recognition and disclosure in the consolidated financial statements through the date the consolidated financial statements were available to be issued. The Company did not identify any subsequent events requiring recognition or disclosure.

Note 2 – Recently Issued Accounting Standards

During the three months ended March 31, 2025, there were no additions to or changes in the critical accounting policies disclosed in the 2024 Form 10-K.

Note 3 – Investments

Investment in Fixed Maturity Securities

The Company’s insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.

Investments in fixed maturity securities are summarized by type as follows:

March 31, 2025	Original or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Government and govt. agencies and authorities	$	21,350,685	$	30,438	$	(346,542	)	$	21,034,581
U.S. special revenue and assessments		7,521,174		0		(174,921	)		7,346,253
All other corporate bonds		48,255,141		111,945		(2,423,160	)		45,943,926
Total fixed maturities, at fair value	$	77,127,000	$	142,383	$	(2,944,623	)	$	74,324,760

Held to maturity redeemable preferred stock, at amortized cost	$	2,500,000	$	0	$	0		$	2,500,000

December 31, 2024	Original or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Government and govt. agencies and authorities	$	21,354,053	$	1,484	$	(473,243	)	$	20,882,294
U.S. special revenue and assessments		7,522,751		0		(288,560	)		7,234,191
All other corporate bonds		51,327,728		47,632		(3,011,759	)		48,363,601
Total fixed maturities, at fair value	$	80,204,532	$	49,116	$	(3,773,562	)	$	76,480,086

Held to maturity redeemable preferred stock, at amortized cost	$	2,500,000	$	0	$	0		$	2,500,000

The amortized cost and estimated market value of fixed maturity securities at March 31, 2025, by contractual maturity, is shown below.

Fixed Maturity Securities March 31, 2025	Amortized Cost		Fair Value
Due in one year or less	$	9,200,235	$	9,138,113
Due after one year through five years		43,437,810		42,801,102
Due after five years through ten years		6,373,439		6,134,165
Due after ten years		18,115,516		16,251,380
Total	$	77,127,000	$	74,324,760

Actual maturities may differ from contractual maturities due to the exercise of call or prepayment options.

By insurance statute, the majority of the Company’s investment portfolio is invested in investment grade securities to provide ample protection for policyholders.

Below investment grade debt securities generally provide higher yields and involve greater risks than investment grade debt securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment grade issuers. In addition, the trading market for these securities is usually more limited than for investment grade debt securities. Debt securities classified as below-investment grade are those that receive a Standard & Poor’s rating of BB+ or below.

The Company held below investment grade investments with an estimated market value of $0 as of March 31, 2025 and December 31, 2024.

The following tables present the estimated fair value and gross unrealized losses of fixed maturity securities in an unrealized loss position:

March 31, 2025	Less than 12 months					12 months or longer					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
U.S. Government and govt. agencies and authorities	$	1,000,270		(975	)		10,466,960	$	(345,567	)		11,467,230	$	(346,542	)
U.S. Special Revenue and Assessments		0		0			7,346,253		(174,921	)		7,346,253		(174,921	)
All other corporate bonds		523,275		(339	)		38,696,395		(2,422,821	)		39,219,670		(2,423,160	)
Total fixed maturities	$	1,523,545		(1,314	)		56,509,608		(2,943,309	)		58,033,153	$	(2,944,623	)

December 31, 2024	Less than 12 months					12 months or longer					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
U.S. Government and govt. agencies and authorities	$	10,022,087		(19,341	)		10,360,047		(453,902	)		20,382,134	$	(473,243	)
U.S. special revenue and assessments		0		0			7,234,191		(288,560	)		7,234,191		(288,560	)
All other corporate bonds		6,457,282		(38,492	)		38,176,295		(2,973,267	)		44,633,577		(3,011,759	)
Total fixed maturities	$	16,479,369		(57,833	)		55,770,533		(3,715,729	)		72,249,902	$	(3,773,562	)

Additional information regarding investments in an unrealized loss position is as follows:

	Less than 12 months		12 months or longer		Total
As of March 31, 2025
Fixed maturities		2		33		35
As of December 31, 2024
Fixed maturities		9		33		42

Allowance for Credit Loss - Available for Sale Securities

Management considers a wide range of factors about the security issuer and uses its best judgment in evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for near-term recovery. Inherent in management’s evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential. Considerations used in the credit loss evaluation process include, but are not limited to: (1) the extent to which the estimated fair value has been below amortized cost, (2) adverse conditions specifically related to a security, an industry sector, adverse change in the financial condition of the issuer of the security, (3) payment structure of the security and likelihood of the issuer being able to make payments, (4) failure of the issuer to make scheduled interest and principal payments, (5) whether the issuer, or series of issuers or an industry has suffered a catastrophic loss or has exhausted natural resources, (6) whether the Company has the intent to sell or will more likely than not be required to sell a particular security before the decline in estimated fair value below amortized cost recovers, (7) changes in the rating of the security by a rating agency, and (8) other subjective factors.

Substantially all of the unrealized losses on fixed maturity securities at March 31, 2025 and December 31, 2024 are attributable to changes in market interest rates and general disruptions in the credit market subsequent to purchase. At March 31, 2025, the Company did not intend to sell its securities in an unrealized loss position, and it was not more likely than not that the Company would be required to sell these securities before the anticipated recovery of the remaining amortized cost. Therefore, the Company concluded that these securities had not incurred a credit loss and should not have an allowance for credit loss at March 31, 2025.

Future provisions for credit loss will depend primarily on economic fundamentals, issuer performance, and changes in credit ratings.

Net unrealized losses included in other comprehensive income (loss) for investments classified as available-for-sale, net of the effect of deferred income taxes, assuming that the depreciation had been realized as of March 31, 2025 and December 31, 2024:

	March 31, 2025			December 31, 2024
Unrealized appreciation (depreciation) on available-for-sale securities	$	(2,802,240	)	$	(3,724,446	)
Deferred income taxes		588,470			782,133
Net unrealized appreciation (depreciation) on available-for-sale securities	$	(2,213,770	)	$	(2,942,313	)

Cost Method Equity Investments

The Company held equity investments with an aggregate cost of $20,533,580 and $21,203,393 at March 31, 2025 and December 31, 2024, respectively. These equity investments were not reported at fair value because it is not practicable to estimate their fair values due to insufficient information being available. Management reviews and considers events or changes in circumstances that might have a significant adverse effect on the reported value of those investments. Management did not identify any events or changes in circumstances that might have a significant adverse effect on the reported value of those investments.

Mortgage Loans

The Company, from time to time, acquires mortgage loans through participation agreements with FSNB. FSNB has been able to provide the Company with additional expertise and experience in underwriting commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market. The Company is able to receive participations from FSNB for three primary reasons: 1) FSNB has already reached its maximum lending limit to a single borrower, but the borrower is still considered a suitable risk; 2) the interest rate on a particular loan may be fixed for a long period that is more suitable for UG given its asset-liability structure; and 3) FSNB’s loan growth might at times outpace its deposit growth, resulting in FSNB participating such excess loan growth rather than turning customers away. For originated loans, the Company’s Management is responsible for the final approval of such loans after evaluation. Before a new loan is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. These criteria include, but are not limited to, a credit report, personal financial information such as outstanding debt, sources of income, and personal equity. Once the loan is approved, the Company directly funds the loan to the borrower. The Company bears all risk of loss associated with the terms of the mortgage with the borrower.

During the three months ended March 31, 2025 and 2024, the Company acquired $675,112 and $599,189 in mortgage loans, respectively. FSNB services the majority of the Company’s mortgage loan portfolio. The Company pays FSNB a 0.25% servicing fee on these loans and a one-time fee at loan origination of 0.50% of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan.

During 2025 and 2024, the maximum and minimum lending rates for mortgage loans were:

	2025						2024
	Maximum rate			Minimum rate			Maximum rate			Minimum rate
Farm Loans		8.00	%		8.00	%		8.00	%		8.00	%
Commercial Loans		10.00	%		4.00	%		10.00	%		4.00	%
Residential Loans		5.00	%		4.15	%		5.00	%		4.15	%

Most mortgage loans are first position loans. Loans issued are generally limited to no more than 80% of the appraised value of the property.

The Company has in place a monitoring system to provide Management with information regarding potential troubled loans. Letters are sent to each mortgagee when the loan becomes 30 days or more delinquent. Management is provided with a monthly listing of loans that are 60 days or more past due. All loans 90 days or more past due are placed on a non-performing status and classified as delinquent loans. Quarterly, coinciding with external financial reporting, the Company reviews each delinquent loan and determines how each delinquent loan should be classified. Management believes the current internal controls surrounding the mortgage loan selection process provide a quality portfolio with minimal risk of foreclosure and/or negative financial impact.

Changes in the current economy could have a negative impact on the loans, including the financial stability of the borrowers, the borrowers’ ability to pay or to refinance, the value of the property held as collateral and the ability to find purchasers at favorable prices. Interest accruals are analyzed based on the likelihood of repayment. In no event will interest continue to accrue when accrued interest along with the outstanding principal exceeds the net realizable value of the property. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status.

The following table summarizes the mortgage loan holdings of the Company:

	March 31, 2025		December 31, 2024
In good standing	$	15,861,496	$	16,277,981
Total mortgage loans	$	15,861,496	$	16,277,981

The following is a summary of the mortgage loans outstanding and the related allowance for credit losses:

	March 31, 2025			December 31, 2024
Farm	$	316,808		$	321,774
Commercial		14,346,797			14,749,509
Residential		1,427,891			1,441,698
Total mortgage loans		16,091,496			16,512,981
Less allowance for credit losses		(230,000	)		(235,000	)
Total mortgage loans, net	$	15,861,496		$	16,277,981

There were no past due loans as of March 31, 2025 and December 31, 2024.

Notes Receivable

Notes receivable represent collateral loans and promissory notes issued by the Company and are reported at their unpaid principal balances, adjusted for valuation allowances. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. During the three months ended March 31, 2025 and 2024 the Company acquired $1,318,133 and $800,000 of notes receivable, respectively.

Before a new note is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. Once the note is approved, the Company directly funds the note to the borrower. Several of the notes have participation agreements in place, whereas the Company has reduced its investment in the note receivable by participating a portion of the note to a third party.

Similar to the mortgage loans, FSNB services the notes receivable. The Company, and the participants in the notes, share in the risk of loss associated with the terms of the note with the borrower, based upon their ownership percentage in the note. The Company has in place a monitoring system to provide Management with information regarding potential troubled loans.

The following is a summary of the notes receivable outstanding and the related allowance for credit losses:

	March 31, 2025			December 31, 2024
Notes receivable	$	14,089,905		$	12,867,175
Less allowance for credit losses		(195,000	)		(195,000	)
Total notes receivable, net	$	13,894,905		$	12,672,175

Allowance for Credit Loss - Loans

The allowance for credit loss ("ACL") is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when Management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance for credit losses represents Management's estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by Management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified the following portfolio segments - mortgage loans on real estate and notes receivable.

The allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for risk tolerance, loan review and audit results, asset quality and portfolio trends, industry concentrations, external factors and economic conditions.

Loans that do not share risk characteristics are evaluated on an individual basis. When Management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date unadjusted for selling costs as appropriate.

Allowance for Credit Loss - Unfunded Commitments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Company's income statements. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well a any third-party guarantees. The allowance for unfunded commitments as of March 31, 2025 and December 31, 2024 was $55,000 and $50,000, respectively, and is included in other liabilities on the Company's Condensed Consolidated Balance Sheets.

Allowance for Credit Loss - Accrued Interest

Accrued interest is not included in the ACL and if deemed uncollectible, it is charged against interest income when determined to be uncollectible.

Allowance for Credit Loss - Summary of Activity

The following is a summary of activity related to the allowance for credit loss:

		Allowance For Credit Losses
		Mortgage	Notes	Unfunded
		Loans	Receivable	Commitments		Total
January 1, 2024	$	274,000	250,000	51,000	$	575,000
2024 Change in allowance		(39,000)	(55,000)	(1,000)		(95,000)
December 31, 2024		235,000	195,000	50,000		480,000
2025 Change in allowance		(5,000)	0	5,000		0
March 31, 2025	$	230,000	195,000	55,000	$	480,000

Investment Real Estate

Real estate held-for-investment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis for financial reporting purposes using estimated useful lives of 3 to 30 years. The Company periodically reviews its real estate held-for-investment for impairment and tests for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the three months ended March 31, 2025, no impairments were recognized on the investment real estate.

Note 4 - Fair Value Measurements of the Condensed Consolidated Financial Statements provides further information regarding the fair value of financial instruments that are not measured at fair value. The investment real estate owned by the Company is included in this portion of the Note 4 - Fair Value Measurements disclosure.

The following table provides an allocation of the Company’s investment real estate by type:

	March 31, 2025		December 31, 2024
Raw land	$	16,746,147	$	16,446,147
Commercial		4,683,185		6,269,217
Residential		1,923,726		1,932,390
Land, minerals and royalty interests		5,352,449		3,967,848
Total investment real estate	$	28,705,507	$	28,615,602

The Company’s investment real estate portfolio includes ownership in oil and gas royalties. As of March 31, 2025 and December 31, 2024, investments in oil and gas royalties represented 19% and 20%, respectively, of the total investment real estate portfolio. See Note 9 – Concentrations of Credit Risk of the Condensed Consolidated Financial Statements for additional information regarding the allocation of the oil and gas investment real estate holdings by industry type.

Gains and losses recognized on the disposition of the properties are recorded as realized gains and losses in the Condensed Consolidated Statements of Operations. During the three months ended March 31, 2025 and 2024, the Company acquired $465,800 and $545,180 of investment real estate, respectively.

Short-Term Investments

Short-term investments have remaining maturities exceeding three months and under 12 months at the time of purchase and are stated at amortized cost, which approximates fair value. The short-term investments consist of United States Treasury securities.

During 2025 and 2024, the Company acquired $0 in short-term investments.

Net Investment Gains (Losses)

The following table presents net investment gains (losses) and the change in net unrealized gains on available-for-sale investments.

	Three Months Ended
	March 31,
	2025		2024
Realized gains:
Sales of real estate	$	0	$	37,461
Sales of equity securities		975,769		0
Sales of short-term investments		0		9
Total realized gains		975,769		37,470
Realized losses:
Sales of equity securities		0		0
Sales of short-term investments		0		0
Total realized losses		0		0
Net realized investment gains		975,769		37,470
Change in fair value of equity securities:
Change in fair value of equity securities held at the end of the period		16,290,482		12,376,263
Change in fair value of equity securities		16,290,482		12,376,263
Net investment gains	$	17,266,251	$	12,413,733
Change in net unrealized gains (losses) on available-for-sale investments included in other comprehensive income:
Fixed maturities	$	922,207	$	(784,888	)
Net increase (decrease)	$	922,207	$	(784,888	)

Note 4 – Fair Value Measurements

Fair Value Measurements on a Recurring Basis

Assets and liabilities recorded at fair value in the Condensed Consolidated Balance Sheets are measured and classified in accordance with a fair value hierarchy consisting of three levels based on the observability of valuation inputs:

Level 1 – Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Valuation methodologies include quoted prices for similar assets and liabilities in active markets or quoted prices for identical, quoted prices for identical or similar assets or liabilities in markets that are not active, or the Company may use various valuation techniques or pricing models that use observable inputs to measure fair value.

Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table presents information about assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of the inputs used:

March 31, 2025	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Government and government agencies and authorities	$	21,034,581	$	0	$	0	$	21,034,581
U.S. special revenue and assessments		0		7,346,253		0		7,346,253
Corporate securities		0		45,943,926		0		45,943,926
Total fixed maturities		21,034,581		53,290,179		0		74,324,760
Equity securities:
Common stocks		63,931,597		6,247,600		3,133,060		73,312,257
Limited liability companies		0		0		84,115,542		84,115,542
Total equity securities		63,931,597		6,247,600		87,248,602		157,427,799
Short-term investments		1,977,093		0		0		1,977,093
Total financial assets	$	86,943,271	$	59,537,779	$	87,248,602	$	233,729,652

December 31, 2024	Level 1		Level 2		Level 3		Total
Fixed maturity securities:
U.S. Government and government agencies and authorities	$	20,882,294	$	0	$	0	$	20,882,294
U.S. special revenue and assessments		0		7,234,191		0		7,234,191
Corporate securities		0		48,363,601		0		48,363,601
Total fixed maturities		20,882,294		55,597,792		0		76,480,086
Equity securities:
Common stocks		59,125,859		5,519,600		3,064,983		67,710,442
Limited liability companies		0		0		82,654,596		82,654,596
Total equity securities		59,125,859		5,519,600		85,719,579		150,365,038
Short-term investments		1,954,687		0		0		1,954,687
Total financial assets	$	81,962,840	$	61,117,392	$	85,719,579	$	228,799,811

Total assets included in the fair value hierarchy exclude certain equity securities that were measured at estimated fair value using the net asset value (“NAV”) per share practical expedient. At March 31, 2025 and December 31, 2024, the estimated fair value of such investments was $101,814,368 and $84,141,189, respectively. These investments are generally not readily redeemable by the investee.

The following is a description of the valuation techniques used the by Company to measure assets reported at fair value on a recurring basis. There have been no significant changes in the valuation techniques utilized by the Company for the three months ended March 31, 2025.

Available for Sale Securities

Securities classified as available for sale are recorded at fair value on a recurring basis. Securities classified as Level 1 utilized fair value measurements based upon quoted market prices, when available. If quoted market prices are not available, the Company obtains fair value measurements from recently executed transactions, market price quotations, benchmark yields and issuer spreads to value Level 2 securities. In certain instances where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair value determinations for Level 3 measurements are estimated on a quarterly basis where assumptions used are reviewed to ensure the estimated fair value complies with accounting standards generally accepted in the United States.

Equity Securities at Fair Value

Equity securities consist of common and preferred stocks and limited liability companies mainly in private equity investments, financial institutions and publicly traded corporations. Equity securities for which there is sufficient market data are categorized as Level 1 or 2 in the fair value hierarchy. For the equity securities in which quoted market prices are not available, the Company uses industry standard pricing methodologies, including discounted cash flow models that may incorporate various inputs such as payment expectations, risk of the investment, market data, and health of the underlying company. The inputs are based upon Management’s assumptions and available market information. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect the expected cash flows, material events and market data. These investments are included in Level 3 of the fair value hierarchy.

Change in Recurring Fair Value Measurements

The following table presents the changes in Level 3 equity securities measured at fair value on a recurring basis, and the realized and unrealized gains (losses) related to the Level 3 equity securities.

				Investments in
	Investments in Common Stocks			Limited Liability Companies			Total
Balance at December 31, 2024		$	3,064,983		$	82,654,596		$	85,719,579
Unrealized gains (losses)			68,077			1,460,946			1,529,023
Balance at March 31, 2025		$	3,133,060		$	84,115,542		$	87,248,602

Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3 in the table above. As a result, the unrealized gains (losses) on instruments held at March 31, 2025 and December 31, 2024 may include changes in fair value that were attributable to both observable and unobservable inputs.

Assets and liabilities are transferred into Level 3 when a significant input cannot be corroborated with market observable data. This occurs when market activity decreases significantly and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred out of Level 3 when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity, a specific event, or one or more significant input(s) becoming observable.

Quantitative Information About Level 3 Fair Value Measurements

The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments and includes only those instruments for which information about the inputs is reasonably available to the Company, such as data from independent third-party valuation service providers and from internal valuation models.

Financial Assets	Fair Value at March 31, 2025		Fair Value at December 31, 2024		Valuation Technique
Common stocks	$	3,133,060	$	3,064,983	Pricing Model
Limited liability companies		84,115,542		82,654,596	Pricing Model
Total	$	87,248,602	$	85,719,579

Uncertainty of Fair Value Measurements

The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of these assets as of the reporting date.

Equity Securities at Fair Value

Fair market value for equity securities is derived based on unobservable inputs, such as projected normalized revenues and industry standard multiples of revenue for the equity securities valued using pricing model. Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement.

Investments in Certain Entities Carried at Fair Value Using Net Asset Value per Share

The Company holds certain equity securities that are measured at estimated fair value using the NAV per share practical expedient. These investments are generally not readily redeemable by the investee. The following tables provide additional information regarding the assets carried at NAV.

Investments in Certain Entities Carried at Fair Value Using Net Asset Value per Share

Investment Category

Fair Value at

March 31, 2025

Unfunded Commitments

Redemption Frequency

Redemption Notice Period

Equity securities

Growth Equity

Redeemable

Limited partnership

57,942,728

Quarterly

45 days

Non-redeemable

Limited liability companies

4,267,958

4,217,742

n/a

Limited partnerships

39,603,682

1,875,955

n/a

Total

101,814,368

6,093,697

Investment Category

Fair Value at December 31, 2024

Unfunded Commitments

Redemption Frequency

Redemption Notice Period

Equity securities

Growth Equity

Redeemable

Limited partnership

52,518,353

Quarterly

45 days

Non-redeemable

Limited liability companies

4,802,917

2,100,000

n/a

Limited partnerships

26,819,919

2,025,771

n/a

Total

84,141,189

4,125,771

The following are descriptions of the Company's assets held at NAV.

The Company invested in a limited partnership that was formed under the laws of the State of Delaware in 1999, as a Delaware limited partnership (“LP”). The Limited Partnership Agreement provides for the Fund to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LP Agreement. The Fund invests in listed equity and fixed income securities as well as non-listed securities, including direct-owned minerals and other royalties. In 2013, UG entered into an irrevocable subscription agreement to invest in the LP.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware in 2020. The LLC agreement provides for the Company to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LLC Agreement. The LLC Company was formed for the purpose of acquiring, making investments in, and owning, holding, and growing operating businesses through the United States. In 2020, UG entered into a LLC Agreement to invest in this LLC.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed in 2020 to provide long-term investment returns. The Company will continue to operate until December 31, 2032, or until each of the investment funds in which the LLC invests terminates, unless terminated earlier or extended in accordance with the Operating Agreement. In 2020, UG completed the Subscription Agreement to become an investor in this LLC.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed in 2022 to amplify philanthropy by primarily investing in venture capital investment funds and in direct venture capital investments of operating companies. The Company will continue to operate until December 31, 2034, or until each of the investment funds in which the LLC invests terminates, unless terminated earlier or extended in accordance with the Operating Agreement. In 2022, the Company completed the Subscription Agreement to become an investor in this LLC.

The Company invested in the Limited Partnership ("LP"), a closed-end fund, formed pursuant to the laws of the state of Delaware under a limited partnership agreement in 2022, and shall dissolve upon the first to occur of either the end of the tenth anniversary of the final closing date or, if extended, upon the end of such extension(s), upon the dissolution or removal of the General Partner or upon other specific circumstances as defined in the LP Agreement.

The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2012 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2012, the Company entered into a Limited Partnership Agreement to invest in this LP. The Company is currently in the process of winding down operations.

The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2015 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2015, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2018 (the “Agreement”) and is scheduled to terminate on the twelfth anniversary of the Final Closing Date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the Partnership is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2018, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed in 2021 for the purpose of investing in companies located in emerging markets. The Limited Liability Company Agreement provides for LLC to continue until dissolved, unless terminated earlier through terms specified in the Operating Agreement. In 2021, the Company entered into a Limited Liability Company Agreement to invest in the LLC.

The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2024 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to invest in fire prevention related services. In 2024, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a LP that was formed pursuant to the laws of the state of Delaware under a limited partnership agreement in 2021 (the “Agreement”) and is scheduled to terminate on the tenth anniversary of the Final Closing Date, unless terminated sooner or extended in accordance with the Agreement. The Partnership is organized for the principal purposes of acquiring, holding, supervising, managing and disposing of investment in recapitalization, management buyouts, and corporate divestitures of Portfolio Companies operating in various segments of the U.S. lower middle markets. In 2022, the Company entered into a Limited Partnership Agreement to invest in this LP.

The Company invested in a Limited Partnership ("LP") that was formed under the laws of the state of Delaware. The LP was formed in 2024 to provide long-term investment returns. The Limited Partnership Agreement provides for the Fund to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LP Agreement. The Fund invests in listed equity and fixed income securities. In 2025, UG entered into a subscription agreement to invest in the LP.

Fair Value Measurements on a Nonrecurring Basis

Certain assets are not carried at fair value on a recurring basis. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the Consolidated Financial Statements. The Company did not recognize any re-measurements or impairments of financial instruments at March 31, 2025 or December 31, 2024.

Fair Value Information About Financial Instruments Not Measured at Fair Value

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not measured at fair value and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used:

	Carrying		Estimated
March 31, 2025	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Held to maturity redeemable preferred stock	$	2,500,000		2,500,000		0		0		2,500,000
Equity securities, at cost		20,533,580		20,533,580		0		0		20,533,580
Mortgage loans on real estate		15,861,496		15,218,550		0		0		15,218,550
Notes receivable		13,894,905		13,979,632		0		0		13,979,632
Policy loans		5,646,798		5,646,798		0		0		5,646,798
Accrued investment income		1,080,264		1,080,264		0		0		1,080,264

Liabilities
Policy claims and benefits payable		3,468,417		3,468,417		0		0		3,468,417
Dividend and endowment accumulations		14,587,602		14,587,602		0		0		14,587,602

	Carrying		Estimated
December 31, 2024	Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Held to maturity redeemable preferred stock	$	2,500,000		2,500,000		0		0		2,500,000
Equity securities, at cost		21,203,393		21,203,393		0		0		21,203,393
Mortgage loans on real estate		16,277,981		15,532,707		0		0		15,532,707
Notes receivable		12,672,175		12,750,201		0		0		12,750,201
Policy loans		5,692,565		5,692,565		0		0		5,692,565
Accrued investment income		1,264,416		1,264,416		0		0		1,264,416

Liabilities
Policy claims and benefits payable		3,847,214		3,847,214		0		0		3,847,214
Dividend and endowment accumulations		14,628,119		14,628,119		0		0		14,628,119

The above estimated fair value amounts have been determined based upon the following valuation methodologies. Considerable judgment was required to interpret market data in order to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.

Held to maturity redeemable preferred stock is carried at cost, which approximates fair value.

Certain equity securities are reported at their cost basis, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. It is not practicable to estimate their fair values due to insufficient information being available.

The fair values of mortgage loans on real estate are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of our mortgage loans on real estate are classified as Level 3 within the fair value hierarchy.

The fair values of notes receivable are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of the notes receivable are classified as Level 3 within the fair value hierarchy.

Policy loans are carried at the aggregate unpaid principal balances in the Condensed Consolidated Balance Sheets which approximate fair value, and earn interest at rates ranging from 4% to 8%. Individual policy liabilities in all cases equal or exceed outstanding policy loan balances. The inputs used to measure the fair value of our policy loans are classified as Level 3 within the fair value hierarchy.

The carrying value of accrued investment income approximates its fair value.

The carrying amounts reported for policy claims and benefits payable approximates fair value.

The carrying value for dividend and endowment accumulations approximates fair value.

Note 5 – Credit Arrangements

Instrument

Issue Date

Maturity Date

Revolving

Credit Limit

December 31, 2024

Borrowings

Repayments

March 31, 2025

Line of Credit:

UG - CMA

10/21/2021

10/3/2025

25,000,000

During October of 2024, the Federal Home Loan Bank approved UG’s Cash Management Advance Application (“CMA”). The CMA gives the Company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity. The Company has pledged bonds with a collateral lendable value of $21,588,771.

Note 6 – Shareholders’ Equity

Stock Repurchase Program – The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG’s common stock. The Board of Directors of UTG authorized the repurchase of up to $26 million of UTG’s common stock in the open market or in privately negotiated transactions. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited. During the three months ended March 31, 2025, the Company repurchased 3,219 shares through the stock repurchase program for $96,024. Through March 31, 2025, UTG has spent $20,935,578 in the acquisition of 1,384,039 shares under this program.

During 2025, the Company issued 481 shares of stock to management and employees as compensation at a cost of $13,974. These awards are determined at the discretion of the Board of Directors.

Earnings Per Share Calculations

Earnings per share are based on the weighted average number of common shares outstanding during each period. For the three months ended March 31, 2025 and 2024, diluted earnings per share were the same as basic earnings per share since the Company had no dilutive instruments outstanding.

Note 7 – Commitments and Contingencies

The insurance industry has experienced a number of civil jury verdicts which have been returned against life and health insurers in the jurisdictions in which the Company does business involving the insurers’ sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Some of the lawsuits have resulted in the award of substantial judgments against the insurer, including material amounts of punitive damages. In some states, juries have substantial discretion in awarding punitive damages in these circumstances. In the normal course of business, the Company is involved from time to time in various legal actions and other state and federal proceedings. Management is of the opinion that the ultimate disposition of the matters will not have a materially adverse effect on the Company’s results of operations or financial position.

Under the insurance guaranty fund laws in most states, insurance companies doing business in a participating state can be assessed up to prescribed limits for policyholder losses incurred by insolvent or failed insurance companies. Although the Company cannot predict the amount of any future assessments, most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s financial strength. Mandatory assessments may be partially recovered through a reduction in future premium tax in some states. The Company does not believe such assessments will be materially different from amounts already provided for in the consolidated financial statements, though the Company has no control over such assessments.

Mortgage Loan Commitments - The Company commits to lend funds under mortgage loan commitments. The amounts of these mortgage loan commitments were $70,448 and $745,561 at March 31, 2025 and December 31, 2024, respectively.

Notes Receivable Commitments - The Company commits to lend funds under notes receivable funding commitments. The amounts of these notes receivable commitments were $2,750,000 and $3,250,000 at March 31, 2025 and December 31, 2024, respectively.

Commitments to Fund Limited Liability Company and Limited Partnership Investments - The Company commits to fund investments in limited liability companies and limited partnership. The amounts of the unfunded commitments were $14,070,525 and $14,316,279 at March 31, 2025 and December 31, 2024, respectively.

Note 8 – Other Cash Flow Disclosures

On a cash basis, the Company paid the following expenses:

	Three Months Ended
	March 31,
	2025			2024
Interest		$	0		$	23,169
Federal income tax			0			0

Note 9 – Concentrations of Credit Risk

The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of the largest shareholder of UTG, Mr. Jesse Correll, the Company’s CEO and Chairman. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Because UTG serves primarily individuals located in three states, the ability of the Company's customers to pay their insurance premiums is impacted by the economic conditions in these areas. As of March 31, 2025 and 2024, approximately 51% and 49%, respectively, of the Company’s total direct premium was collected from Illinois, Ohio, and Texas. Thus, results of operations are heavily dependent upon the strength of these economies.

The Company reinsures that portion of insurance risk which is in excess of its retention limits. Retention limits range up to $125,000 per life. Life insurance ceded represented 21% and 20% of total life insurance in force at March 31, 2025 and December 31, 2024, respectively. Insurance ceded represented 57% and 31% of premium income for the three months ended March 31, 2025 and 2024, respectively. The Company would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring companies are unable to meet their obligations.

The Company owns a variety of investments associated with the oil and gas industry. These investments represent approximately 33% and 34% of the Company’s total invested assets as of March 31, 2025 and December 31, 2024, respectively. The following table provides an allocation of the oil and gas investments by type.

March 31, 2025	Land, Minerals & Royalty Interests		Exploration		Total
Fixed maturities, at fair value	$	0	$	1,076,290	$	1,076,290
Equity securities, at fair value		125,910,473		0		125,910,473
Equity securities, at cost		4,654,714		0		4,654,714
Investment real estate		5,352,448		0		5,352,448
Notes receivable		1,875,000		0		1,875,000
Total	$	137,792,635	$	1,076,290	$	138,868,925

December 31, 2024	Land, Minerals & Royalty Interests		Exploration		Total
Fixed maturities, at fair value	$	0	$	1,068,400	$	1,068,400
Equity securities, at fair value		124,155,007		0		124,155,007
Equity securities, at cost		4,863,572		0		4,863,572
Investment real estate		5,677,061		0		5,677,061
Notes receivable		1,875,000		0		1,875,000
Total	$	136,570,640	$	1,068,400	$	137,639,040

At March 31, 2025 and December 31, 2024, the Company owned 4 equity securities that represented approximately 82% and 81%, respectively, of the total investments associated with the oil and gas industry.

The Company’s results of operations and financial condition have in the past been, and may in the future be, adversely affected by the degree of certain industry specific concentrations in the Company’s investment portfolio. The Company has significant exposure to investments associated with the oil and gas industry. Events or developments that have a negative effect on the oil and gas industry may adversely affect the valuation of our investments in this specific industry. The Company’s ability to sell its investments associated with the oil and gas industry may be limited.

Note 10 – Segment Information

The Company is organized into a single reportable segment: insurance distribution. The Company derives its revenue entirely from within the United States and manages business activities on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer.

The accounting policies of the insurance distribution segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker uses net income or loss, as reported on the Consolidated Statements of Operations, to assess performance and allocate resources for the insurance distribution segment. The significant segment expense categories regularly provided to the chief operating decision maker are the same as those included on the Consolidated Statements of Operations. The measure of segment assets is total assets as reported on the Consolidated Balance Sheets.

The chief operating decision maker uses net income or loss to assess performance by examining period-over-period trends and monitoring budget versus actual results.

Note 11 – Revision of Previously Issued Consolidated Financial Statements

As disclosed in Note 16 of the December 31, 2024 Form 10-K filing, the Company identified an error in its previously issued December 31, 2023 Consolidated Financial Statements related to the classification of certain investment types on the Consolidated Balance Sheets. The impact of the error to the December 31, 2023 Consolidated Financial Statements was not considered to be material. Certain exchange traded funds ("ETFs") were previously classified as fixed maturities, available for sale. To comply with GAAP reporting requirements, the Company has reclassified $24,325,291 of exchange traded funds out of fixed maturities, available for sale, to equity securities, at fair value. The ETFs were appropriately classified for year-end December 31, 2024.

To improve the consistency and comparability of the 2024 quarterly condensed consolidated financial statements, Management will revise the March 31, 2024 condensed consolidated financial statements and related disclosures to correct the error.

		As Previously
March 31, 2024		Reported		Adjustments		As Restated
Consolidated Statements of Operations
Net investment income	$	3,048,789	$	(95,407)	$	2,953,382
Change in fair value of equity securities		12,020,406		355,857		12,376,263
Income tax expense (benefit)		2,432,629		170,177		2,602,806
Net income attributable to common shareholders		9,149,506		90,273		9,239,779
Basic income per share		2.88		0.04		2.92
Diluted income per share		2.88		0.04		2.92


Consolidated Statements of Comprehensive Income (Loss)
Net income	$	9,178,523	$	90,273	$	9,268,796
Unrealized holding gains (losses) arising during the period, pre-tax		(1,443,139)		658,251		(784,888)
Tax (expense) benefit on unrealized holding gains (losses) arising during the period		303,060		(138,233)		164,827
Unrealized holding gains (losses) during period, net of tax		(1,140,079)		520,018		(620,061)
Subtotal: Other comprehensive income (loss), net of tax		(1,140,079)		520,018		(620,061)


Consolidated Statements of Cash Flows
Net income	$	9,178,523	$	90,273	$	9,268,796
Accretion of investments		(350,050)		95,407		(254,643)
Change in fair value of equity securities		(12,020,406)		(355,857)		(12,376,263)
Change in deferred income taxes		2,387,424		170,177		2,557,601

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is Management's discussion and analysis of the financial condition and results of operations of UTG, Inc. and its subsidiaries (collectively with the Parent, the "Company"). The following discussion of the financial condition and results of operations of the Company should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company and the related Notes thereto appearing in the Company's annual report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission, and our unaudited Condensed Consolidated Financial Statements and related Notes thereto appearing elsewhere in this quarterly report.

Cautionary Statement Regarding Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably,” or similar expressions, we are making forward-looking statements.

Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.

Overview

UTG, Inc., a Delaware corporation, is a life insurance holding company. The Company’s dominant business is individual life insurance, which includes the servicing of existing insurance policies in-force, the acquisition of other companies in the life insurance business, the acquisition of blocks of business and the administration and processing of life insurance business for other entities.

UTG has a strong philanthropic program. The Company generally allocates a portion of its earnings to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. The Company also encourages its staff to be involved on a personal level through monetary giving, volunteerism and use of their talents to assist those less fortunate than themselves. Through these efforts, the Company hopes to make a positive difference in the local community, state, nation and world.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ significantly from those estimates. The Company has identified certain estimates that involve a higher degree of judgment and are subject to a significant degree of variability. The Company's critical accounting policies and the related estimates considered most significant by Management are disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Management has identified the accounting policies related to cost of insurance acquired, assumptions and judgments utilized in determining if declines in fair values of investments are other-than-temporary, and valuation methods for investments that are not actively traded as those, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's Condensed Consolidated Financial Statements and this Management's Discussion and Analysis.

During the three-months ended March 31, 2025, there were no additions to or changes in the critical accounting policies disclosed in the 2024 Form 10-K.

Results of Operations

On a consolidated basis, the Company reported net income attributable to common shareholders of approximately $12.8 and $9.2 million for the three-month period ended March 31, 2025 and 2024.

Revenues

For the three-month period ended March 31, 2025, the Company reported total revenues of approximately $21.9 million and for the same period in 2024 total revenues of approximately $16.9 million.

The variance in total revenue between first quarter 2025 and 2024 is primarily the result of the change in the fair value of equity securities. The Company reported a first quarter 2025 gain in the change in the fair value of equity securities of approximately $16.3 million. In 2024, the Company reported a first quarter gain in the change in the fair value of equity securities of approximately $12.0 million. The stock markets have experienced volatility in recent periods, which in general, should always be expected.

This line item is material to the results reported in the Condensed Consolidated Statements of Operations, and this line item can also be extremely volatile, as it reflects changes in the stock market. While these results can be material and volatile, most of the equity holdings of the Company were acquired with a long-term view, thus making these intermediate changes in value of less concern to Management. Management monitors its equity holdings looking more at the specific entity and market it is in relative to performance and less to changes due to general market swings that occur over the holding period of the investment.

The Company reported revenue before net investment gains (losses) of approximately $4.6 million and $4.5 million for the three-month-period ended March 31, 2025 and 2024, respectively. When comparing the 2025 and 2024 results, the revenues are comparable within all categories.

The following table summarizes the Company's investment performance.

	Three Months Ended March 31,
	2025			2024
Net investment income		$	3,118,736		$	2,953,382
Net investment gains		$	975,769		$	37,470
Change in net unrealized investment gains on equity securities, pre-tax		$	16,290,482		$	12,376,263

The following table reflects net investment income of the Company:

	Three Months Ended
	March 31,
	2025			2024
Fixed maturities available for sale	$	688,530		$	727,570
Held to maturity redeemable preferred stock		40,719			41,171
Equity securities		725,607			595,378
Trading securities		0			(7,301	)
Mortgage loans		220,927			208,856
Real estate		1,665,122			1,754,841
Notes receivable		310,929			311,422
Policy loans		91,506			100,958
Short-term investments		22,406			332,605
Cash and cash equivalents		404,644			304,827
Total consolidated investment income		4,170,390			4,370,327
Investment expenses		(1,051,654	)		(1,416,945	)
Consolidated net investment income	$	3,118,736		$	2,953,382

Net investment income represented 67% and 66% of the Company's revenue before net investment gains (losses) as of March 31, 2025 and 2024, respectively. When comparing current and prior year results, net investment income was comparable in most of the investment categories outside of the short term, cash, and cash equivalents investment portfolios.

In the second half of 2024, the Federal Open Market Committee (“FOMC”) cut the interest rate 3 times for a total of 1% making the current rate 4.50%. The Company anticipates a similar decline in earnings on cash balances and any new investments that are acquired as investments mature.

The earnings reported by the cash and short term investments represented 10% and 14% of the total consolidated investment income reported by the Company during the three months ended March 31, 2025 and 2024, respectively. The decrease in earnings in this category is the result of a combination of higher cash and short term holdings in 2024 and from decreased interest rates received from banks and other deposit institutions due to FOMC rate changes. With the 2024 rate declines of 1%, the Company anticipates experiencing a similar decline in earnings on cash balances going forward.

The following table reflects net realized investment gains for the three months ended March 31:

		2025		2024
Equity securities	$	975,769	$	0
Real estate		0		37,461
Short-term investments		0		9
Consolidated net realized investment gains		975,769		37,470
Change in fair value of equity securities		16,290,482		12,376,263
Net investment gains	$	17,266,251	$	12,413,733

Realized investment gains are the result of one-time events and are expected to vary from year to year.

In 2025, the sale of one equity security represents all the realized investment gains from equity securities.

In 2024, the Company reported realized gains on real estate of $37,461. This was the result of the sale of several smaller parcels of property located in Kentucky.

The Company reported a year-to-date 2025 change in the fair value of equity securities of approximately $16.3 million. In 2024, The Company reported a year-to-date change in the fair value of equity securities of approximately $12.4 million. This line item is material to the results reported in the Condensed Consolidated Statements of Operations, and this line item can also be extremely volatile, as it reflects changes in the stock market. While these results can be material and volatile, most of the equity holdings of the Company were acquired with a long-term view, thus making these intermediate changes in value of less concern to Management. Management monitors its equity holdings looking more at the specific entity and market it is in relative to performance and less to changes due to general market swings that occur over the holding period of the investment.

In 2025 and 2024, the Company saw positive results in its equity investments. Equity investments primarily in the oil and gas area represent almost all the unrealized gains reported in 2025 and 2024. Periodic pull backs and rallies are expected by management. Management believes its current equity investments continue to be solid investments for the Company and have further growth potential; however, changes in market conditions could cause volatility in market prices.

In summary, the Company’s basis for future revenue is expected to come from the following primary sources: Conservation of business currently in-force, the maximization of investment earnings and the acquisition of other companies or policy blocks in the life insurance business. Management has placed a significant emphasis on the development of these revenue sources to enhance these opportunities.

Expenses

The Company reported total benefits and other expenses of approximately $5.4 million for the the three month period ended March 31, 2025, an increase of approximately 6% from the same period in 2024. Benefits, claims and settlement expenses represented approximately 58% and 56% of the Company's total expenses for the three month periods ended March 31, 2025 and 2024, respectively. The other major expense category of the Company is operating expenses, which represented approximately 40% and 41% of the Company's total expenses for the three month periods ended March 31, 2025 and 2024, respectively.

Life benefits, claims and settlement expenses, net of reinsurance benefits and claims were up approximately 11% when comparing the three months ended March 31, 2025 and 2024. Policy claims vary from period to period and therefore, fluctuations in mortality are to be expected and are not considered unusual by Management.

Changes in policyholder reserves, or future policy benefits, also impact this line item. Reserves are calculated on an individual policy basis and generally increase over the life of the policy as a result of additional premium payments and acknowledgment of increased risk as the insured continues to age.

The short-term impact of policy surrenders is negligible since a reserve for future policy benefits payable is held which is, at a minimum, equal to and generally greater than the cash surrender value of a policy. The benefit of fewer policy surrenders is primarily received over a longer time period through the retention of the Company’s asset base.

Operating expenses increased approximately 2% in the three month period ended March 31, 2025 as compared to the same period in 2024. Although it is a minor increase, there is one expense item that is attributable to the increase in operating expenses, charitable contributions. Charitable expense was approximately $85,000 more in the three month period ended March 31, 2025 as compared to the same period in 2024. Charitable expense fluctuates based on reported taxable income of the Company. Expenses in the remaining categories are comparable between years.

As mentioned above in the Overview section of the Management Discussion and Analysis, UTG has a strong philanthropic program. The Company generally allocates a portion of its earnings to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. Charitable contributions made by the Company are expected to vary from year to year depending on the earnings of the Company.

Net amortization of cost of insurance acquired decreased approximately 3% when comparing current and prior year activity. Cost of insurance acquired is established when an insurance company is acquired or when the Company acquires a block of in-force business. The Company assigns a portion of its cost to the right to receive future profits from insurance contracts existing at the date of the acquisition. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The interest rates may vary due to risk analysis performed at the time of acquisition on the business acquired. The Company utilizes a 12% discount rate on the remaining unamortized business. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised. Amortization of cost of insurance acquired is particularly sensitive to changes in interest rate spreads and persistency of certain blocks of insurance in-force. This expense is expected to decrease unless the Company acquires a new block of business.

Management continues to place significant emphasis on expense monitoring and cost containment. Maintaining administrative efficiencies directly impacts net income.

Financial Condition

Investment Information

Investments are the largest asset group of the Company. The Company's insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.

The following table reflects, by investment category, the investments held by the Company:

		March 31, 2025	As a % of Total Investments	As a % of Total Assets
Fixed maturities	$	74,324,760	17%	15%
Held to maturity redeemable preferred stock		2,500,000	1%	1%
Equity securities, at fair value		259,242,167	61%	52%
Equity securities, at cost		20,533,580	5%	4%
Mortgage loans		15,861,496	4%	3%
Notes receivable		28,705,507	7%	6%
Real estate		13,894,905	3%	3%
Policy loans		5,646,798	1%	1%
Short-term investments		1,977,093	1%	1%
Total investments	$	422,686,306	100%	86%

		December 31, 2024	As a % of Total Investments	As a % of Total Assets
Fixed maturities	$	76,480,086	19%	16%
Held to maturity redeemable preferred stock		2,500,000	1%	1%
Equity securities, at fair value		234,506,227	59%	49%
Equity securities, at cost		21,203,393	5%	4%
Mortgage loans		16,277,981	4%	3%
Notes receivable		28,615,602	7%	6%
Real estate		12,672,175	3%	3%
Policy loans		5,692,565	1%	1%
Short-term investments		1,954,687	1%	1%
Total investments	$	399,902,716	100%	84%

The Company's investments are generally managed to match related insurance and policyholder liabilities. The comparison of investment return with insurance or investment product crediting rates establishes an interest spread. Interest crediting rates on adjustable-rate policies have been reduced to their guaranteed minimum rates, and as such, cannot be lowered any further. Policy interest crediting rate changes and expense load changes become effective on an individual policy basis on the next policy anniversary. Therefore, it takes a full year from the time the change was determined for the full impact of such change to be realized. If interest rates decline in the future, the Company will not be able to lower rates and both net investment income and net income will be impacted negatively.

The Company’s total investments represented 86% and 84% of the Company’s total assets as of March 31, 2025, and December 31, 2024, respectively. Fixed maturities and equity securities consistently represented a substantial portion, 83%, of the total investments during 2025 and 2024, respectively. The overall investment mix, as a percentage of total investments, remained fairly consistent when comparing the respective investments held as of March 31, 2025 and December 31, 2024.

As of March 31, 2025, the carrying value of fixed maturity securities in default as to principal or interest was immaterial in the context of consolidated assets, shareholders’ equity or results from operations. To provide additional flexibility and liquidity, the Company has identified all fixed maturity securities as "investments available for sale". Investments available for sale are carried at market value, with changes in market value charged directly to the other comprehensive component of shareholders' equity. Changes in the market value of available for sale securities resulted in net unrealized gains (losses) of approximately $729,000 and ($620,000) as of March 31, 2025 and 2024, respectively. The variance in the net unrealized gains and losses is the result of normal market fluctuations mainly related to changes in interest rates in the marketplace.

Management continues to view the Company’s investment portfolio with utmost priority. Significant time has been spent internally researching the Company’s risk and communicating with outside investment advisors about the current investment environment and ways to ensure preservation of capital and mitigate losses. Management has put extensive efforts into evaluating the investment holdings. Additionally, members of the Company’s Board of Directors and investment committee have been solicited for advice and provided with information. Management reviews the Company’s entire portfolio on a security level basis to be sure all understand our holdings, potential risks and underlying credit supporting the investments. Management intends to continue its close monitoring of its bond holdings and other investments for possible deterioration or market condition changes. Future events may result in Management’s determination that certain current investment holdings may need to be sold which could result in gains or losses in future periods.

There are a number of significant risks and uncertainties inherent in the process of monitoring impairments and determining if impairment is other-than-temporary. These risks and uncertainties related to Management’s assessment of other-than-temporary declines in value include but are not limited to: the risk that Company's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer; the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated; the risk that fraudulent information could be provided to the Company's investment professionals who determine the fair value estimates.

Capital Resources

Total shareholders' equity increased by approximately 6.4% as of March 31, 2025, compared to December 31, 2024. The increase is mainly attributable to an increase in retained earnings, which is the result of the current year net income reported by the Company and by the increase in market value of the available for sale fixed maturities portfolio.

Liquidity

Liquidity provides the Company with the ability to meet on demand the cash commitments required by its business operations and financial obligations. The Company’s liquidity is primarily derived from cash balances, a portfolio of marketable securities and line of credit facilities. The Company has two principal needs for cash – the insurance company’s contractual obligations to policyholders and the payment of operating expenses.

Parent Company Liquidity

UTG is a holding company that has no day-to-day operations of its own. Cash flows from UTG’s insurance subsidiary, UG, are used to pay costs associated with maintaining the Company in good standing with states in which it does business and purchasing outstanding shares of UTG stock. UTG's cash flow is dependent on management fees received from its insurance subsidiary, stockholder dividends from its subsidiary and earnings received on cash balances. As of March 31, 2025, and December 31, 2024, substantially all of the consolidated shareholders’ equity represents net assets of its subsidiaries. As of March 31, 2025, the Parent company has received no dividends from its insurance subsidiary. Certain restrictions exist on the payment of dividends from the insurance subsidiary to the Parent company. For further information regarding the restrictions on the payment of dividends by the insurance subsidiary, see Note 6 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements. Although these restrictions exist, dividend availability from the insurance subsidiary has historically been sufficient to meet the cash flow needs of the Parent company.

Insurance Subsidiary Liquidity

Sources of cash flows for the insurance subsidiary primarily consist of premium and investment income. Cash outflows from operations include policy benefit payments, administrative expenses, taxes and dividends to the Parent company.

Short-Term Borrowings

During October of 2024, the Federal Home Loan Bank approved the renewal of UG’s Cash Management Advance Application (“CMA”). The CMA is a source of overnight liquidity utilized to address the day-to-day cash needs of a Company. The CMA gives the company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity. The Company has pledged bonds with a collateral lendable value of $21.6 million as of March 31, 2025. The Company has no outstanding borrowings on the CMA at March 31, 2025 nor had any borrowing activity during 2025.

Consolidated Liquidity

Cash used in operating activities was approximately $3.3 million in 2025 and cash used by operating activities was approximately $2.0 million in 2024. Sources of operating cash flows of the Company, as with most insurance entities, is comprised primarily of premiums received on life insurance products and income earned on investments. Uses of operating cash flows consist primarily of payments of benefits to policyholders and beneficiaries and operating expenses. The Company has not marketed any significant new products for several years. As such, premium revenues continue to decline with the exception of fluctuations in reinsurance premiums. Management anticipates future cash flows from operations to remain similar to historic trends.

During 2025, the Company’s investing activities used net cash of approximately $5.0 million and provided net cash of approximately $20.7 million in 2024. The Company recognized proceeds of approximately $6.8 million and $26.0 million from investments sold and matured in 2025 and 2024, respectively. The Company used approximately $11.8 million and $5.3 million to acquire investments during 2025 and 2024, respectively. The net cash provided by or used in investing activities is expected to vary from year to year depending on market conditions and management’s ability to find and negotiate favorable investment contracts.

Net cash used in financing activities was approximately $229,000 and $19.0 million during 2025 and 2024, respectively. As of March 31, 2025 and 2024, the Company had no debt outstanding with third parties.

The Company had cash and cash equivalents of approximately $36.8 million and $45.3 million as of March 31, 2025 and December 31, 2024, respectively. The Company has a portfolio of marketable fixed maturity securities that could be sold, if an unexpected event were to occur. These securities had a fair value of approximately $74.3 million at March 31, 2025. However, the strong cash flows from investing activities, investment maturities and the availability of the line of credit facilities make it unlikely that the Company would need to sell securities for liquidity purposes.

Management believes the overall sources of liquidity available will be sufficient to satisfy its financial obligations.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to Management, including the principal executive officer and principal financial officer, allowing timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 1A. RISK FACTORS

NONE

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4. MINE SAFETY DISCLOSURES

NONE

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS

Exhibit Number	Description
*31.1	Certification of Jesse T. Correll, Chairman of the Board, Chief Executive Officer and President of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certification of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Chief Financial Officer of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certification of Jesse T. Correll, Chairman of the Board, Chief Executive Officer and President of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of Theodore C. Miller, Chief Financial Officer, Senior Vice President and Chief Financial Officer of UTG, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**101	The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to the Condensed Consolidated Financial Statements (detail tagged).
**104	Cover Page Interactive Data File (formatted in iXBRL and included in exhibit 101).

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UTG, INC.

(Registrant)

Date:	May 13, 2025	By	/s/ Jesse T. Correll
			Jesse T. Correll
			Chairman of the Board, Chief Executive Officer, President, and Director (Principal Executive Officer)

Date:	May 13, 2025	By	/s/ Theodore C. Miller
			Theodore C. Miller
			Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer)